Capitalized terms used but not defined herein shall have the meaning given to them under the User Agreement.

Seller Registration: A User who wishes to sell items on the Website shall register with the TheFactoryPrice website by providing the requisite information/ data on the Seller Registration page including details of the seller’s Valid Bank Account. The sellers shall provide true, correct and duly authorized data/ information and shall not be misleading, fraudulent, false, unauthorized and otherwise illegal. The Company has the right to suspend/ terminate the Seller Registration and the use of the Website by the seller if the Company discovers or it is brought to the Company's notice that the aforesaid data is misleading or does not comply with the User Agreement and the rules and polices made there under and in such case the seller shall also be liable for all the liabilities, risks, damages and consequences that may arise.

Invoicing, Shipping & Product Liabilities: Please note that we are a marketplace platform and provide marketplace services to you. We help Buyers and Sellers connect whereby as Sellers you are selling to customers via our platform and we are charging commission for services associated with it. Therefore invoicing and shipping to customer is your responsibility. Also any taxation related to sale of your products like VAT, CST etc is your responsibility. Also liabilities arising from the use, consumption and/or interaction with your products is solely yours and TheFactoryPrice.com will not be responsible for any loss or damage due to your products.

Hold, Suspension and Termination of TheFactoryPrice.com Seller Registration: In case of any breach or violation or suspected breach or violation of any of the provisions of this policy or the User Agreement, the Company may suspend and/or terminate the Seller Registration or may put the remittances on hold with respect to such Seller. The Company may reinstate or activate Seller Registration or remit the Transaction Price to seller subject to the Seller providing such information, data, documents and undergoing such verification as may be desired by the Company and as provided in the User Agreement or the rules and polices made there under. Seller Registration is subject to the seller remaining an active User of the Website.

Upon identifying or being notified by any person or by law enforcement agency that Seller has violated any law in the performance of the Transaction, the Company may immediately suspend seller’s Account, notify law enforcement or any other authority including banks for appropriate action or act in any other way to cooperate with authorities or protect its interests.

Know Your Customer (KYC) Documentation: At the time of Seller Registration and/or at any time thereafter and/or from time to time as may be required, the Company may seek KYC Documents from Seller and further usage of the Website shall be subject to Seller’s submission of KYC Documents. 'KYC Documents' shall mean such information, data or documents as may be specified by the Company from time to time which clearly and unambiguously verifies the details, including the Seller’s Bank Account provided by Seller at the time of registration or at any subsequent date.

The Company may seek KYC Documents from the Seller at any point of time during the subsistence of this policy for compliance with the provisions of the User Agreement and the rules and polices made thereunder as well as compliance with applicable laws. The Company has the right to reject any one or more of the KYC Documents submitted by seller and may ask for other documents or further information.

Charges Applicable to Sellers: The Company shall levy charges/ fees from time to time (for providing facilities to sell on the Website) to the Sellers in accordance with the Facility Charges Policy incorporated herein by reference. The Company will provide the Seller with an invoice reflecting the facility charges on a monthly basis.

The Company reserves the right to change the Facility Charge Policy and the related rules and policies from time to time. The Company may introduce new services and modify some or all of the existing services offered on the Website. Any such changes shall be effective from the time that the Company posts the same on the Website.

The seller shall pay the remit the appropriate charges to the Company or the Company will deduct such charges from the Transaction Price to be remitted to the seller. The Company shall issue the invoice after such deduction and remittance. Unless otherwise provided, the charges are payable by the Seller irrespective of any charge back, refund or non-fulfilment of the Transaction.

The Company reserves the right to set minimum and maximum transaction limits on the Website as it may determine for the safety of its Users.

Single Listing: You will only make one listing for each single item that is offered for sale by you on the Website. If you propose to sell more than one identical item you will make a separate listing for each of them and if all listings result in successful sale you must be in a position to fulfill all such orders. All listed items must be listed in an appropriate category on the Website. Each listing must contain only one specific item for sale and no choices whatsoever (such as colour, size etc.) shall be provided to the buyer. [Note: Please confirm.]

You agree not to list and propose to sell any item on the Website that is set out in the list of Restricted Items set out in Annex 1 hereto.

All listed items must be made to order or in stock for successful fulfillment of sales. You agree that you shall not list an item if you are not in a position to make or produce it in time frame that you mentioned at listing page.

You shall not make any listing in the nature of 'wanted advertisements' that do not offer to sell an item but invites Users to make an offer to you for sale of any item.

The Company will be required to remove a listing only upon it being reported to be prohibited or restricted (Annex 1) or violative of applicable law or terms of the User Agreement. The Company is not deemed to have any knowledge of such prohibitive, restricted or violative listing until it has been reported to the Company. Upon receiving such reporting the Company will take best efforts to remove such listing at its sole discretion (but will not be liable to do so), within 7 days of receiving such reporting.

No Infringement of Intellectual Property of Company and Third Parties: You must ensure that the listed items do not infringe upon the intellectual property, trade mark, copyright, trade secret or other proprietary rights or rights of publicity or privacy rights of any third party. Listings may only include content generated by you in the form of text descriptions, graphics and pictures that describe your item for sale. You agree that use of logos or trademark owned by a third party producer or manufacturer can lead to infringement of intellectual property rights of such third party. You will be solely responsible for listing and use of such trademark or intellectual property on the Website, and will hold the Website and the Company indemnified and harmless against any claim by third parties that may arise in respect of such use. You agree that under no circumstances would you use brand names or trademarks not owned by you unless the item that you are listing on the Website carries the brand name or trademark of its original manufacturer or producer. You further agree not to use any intellectual properties of the Website or the Company including its trademarks, brand name in any manner whatsoever. You will not represent to any User or third party, in any manner, that you are affiliated or associated with the Website or the Company or that you have any right to represent the Website or the Company.

Appropriate Description in Listing: You shall be responsible for providing information relating to the items offered to be sold by you on the Website. You undertake that all such information at all times shall be accurate and complete in all respects. The listing description of the item must not be misleading in any manner whatsoever and must describe the actual condition of the item. You shall not exaggerate or over emphasize the attributes of any items you propose to sell on the Website so as to mislead other Users in any manner. If the item description does not match the actual condition of the item, you agree to refund any amounts that you may have received from the buyer. You agree not to use misleading titles for listing and not provide misleading or inadequate information about the location of any listed item. If for any reason you are unable to deliver to any specific location, destination or country, you must clearly mention the same on the listing. You shall not use unrelated keywords, or brand names (even if such use does not lead to any intellectual property right violation), or text unrelated to the item on offer for sale in your listing.

You shall not provide any information such as a catalogue of your items in your listing or on the items or packaging thereof which will enable a buyer to contact you outside the Website to buy such item directly from you instead of buying it from the listing on the Website. You shall not solicit Users to send you payments by any method not approved or provided for on the Website by the Company.

Any image used in the listing must be of the actual item proposed to be sold on the listing and shall not copy images from other listings available on the Website. You cannot disclaim any liability including liability with respect to authenticity, merchantability of items that you offer to sell on the Website.

You shall not endorse any item other than that being listed by you anywhere in the Website.

[Any free or bonus item promised in a listing for promotional purposes must be delivered together with the main item being offered through the listing. All provisions of the User Agreement including the rules and policies made there under that apply to the main item will apply mutatis mutandis to the free or bonus item as well to the extent it may be applicable.]

Categories: If the Website provides for categories of items, then the User must take adequate care to list items in the appropriate category. Failure to do so may result is cancellation of listing.

Method of Payment: At the time of listing, of the various modes of payment provided by the Company on the Website, you shall also choose the modes of payment which are acceptable to you and the buyer will have the option to pay the Transaction Price only by the modes of payment selected by you. If you fail to choose your preferred modes of payment, the Buyer will have the option to pay the Transaction Price by any mode of payment provided on the Website.

Clean Sale: You represent and confirm that you shall be the sole and exclusive legal owner of all items of any description that you propose to offer for sale on the Website. You shall have absolute right free of any encumbrance, lien, hypothecation, mortgage, charge, and adequate title and authority to deal in and offer for sale such items as may be listed by you on the Website.

If it comes to your knowledge that any Transaction or attempted Transaction relating to any item listed on the Website is violative of this clause or this User Agreement or applicable laws, you shall take all steps to inform the Company of the same forthwith.

Unfair Consumer Practice: You will not engage in any unfair consumer practice or any such practices that are forbidden under applicable laws, including but not restricted to the Consumer Protection Act, 1986.

Feedback: Buyers of items on the Website are entitled to write reviews and rate the items as well as the seller on the Website. As a seller, you accept that such reviews and rating may be adverse to your business, economic and other interests including reputation. You hereby relinquish any right you may have to take legal or any other action against persons who have provided such reviews/ ratings or against the Company or the Website for any loss of business, reputation or any other loss arising out of such reviews or ratings provided by buyers and other Users in consideration of being allowed to participate in the website for the purpose of selling your items.

Non payment: The Company reserves the right to issue a warning, temporarily /indefinitely suspend or terminate your membership of the Website and refuse to provide you with access to the Website in case of non.

Refusal to sell: Once any User confirms a purchase in response to a listing made by you by making requisite payment through Payment on Billing, the sale is considered complete and all property and title in the listed item passes on to the buyer. You cannot refuse to sell the item, or refuse to accept payment or fail to deliver the item after the payment has been successfully made and the Transaction is confirmed.

Pricing: The price of the item proposed to be purchased shall include, if applicable, the shipping charges, insurance charges and all other taxes, duties, costs, charges and expenses in respect thereof. The shipping and handling charges included in the price of the item must be reasonable and cannot be disproportionate to the cost of the item or significantly above actual cost which maybe charged by a reputed and competitive service provider. If the buyer makes payment in any currency other than Indian Rupees, the cost of conversion/ exchange rate shall be borne by the buyer.

Buyer satisfaction: You hereby accept the obligation to ensure high level of buyer satisfaction. If you receive more than 10% negative reviews or feedback from Users who have bought items listed by you, you will be considered to have failed to comply with this obligation. In such case, the Company may at its sole discretion cancel your listing, place limits on availability of services and facilities, suspend your account, demand a security deposit for future listings or continue your listings, impose higher fees and additional charges for permitting you to continue using the Website for listing and selling items. You may communicate with a buyer after a confirmed sale has taken place and directly resolve any complaint or dispute that such buyer may have.

Ending of Listing: You understand and agree that the Company at its sole discretion may end any listing at any point of time without any notice and also in case where any listing does not result in a successful transaction within 30 days of listing. However, the Company may choose not to remove any such listing and extend the period of listing for such time as it thinks fit. A listing will naturally end if it results in a confirmed Transaction.

Payment Confirmation: Subject to the modes of payment chosen by the Seller, in case of payment by Payment on Billing, upon successful receipt of the Transaction Price by the Company from the Buyer within [3] days of booking the Transaction and completion of verification of payment, the Company shall notify the buyer and the seller that the Transaction Price has been received.

Rules for Dispatch: The seller is required to Dispatch the items for every Transaction to the Buyer within the time mentioned at listing from the Payment Confirmation or within such timelines as may be agreed upon between the buyer and seller through the Website to ensure that the items are Delivered within timely manner. You should Dispatch the item only after receiving the Payment Confirmation from the Company.

You must use reputed postal/ courier service provider with good track record which provide tracking facility for shipped items.

You shall Dispatch the items using only a delivery channel which provides appropriate ‘proof of dispatch’ & ‘proof of delivery’ documentation. Such proof of dispatch and proof of delivery documentation (PODs) relating to the Dispatch and Delivery should be maintained by you for period of [9] months from the date of the Dispatch. The PODs should be furnished to the Company on demand within the timeframe as notified from time to time.

You agree that the Dispatch Details shall be true, correct and duly authorized and shall not be misleading, fraudulent, false, unauthorized or otherwise illegal and shall not contain any misrepresentation of facts.

You shall send an invoice addressed to the Buyer for the Transaction Price together with the item at the time of Dispatch.

If the Seller fails to provide the Dispatch Details as prescribed below, in addition to the cancellation of the transaction, such failure may lead to suspension and/or termination of Seller’s Registration and/or any consequent actions as specified in the User Agreement.

Dispatch Details: The Seller shall provide the Dispatch Details on the Website within listed dispatch days at listing from the Payment Confirmation or within such timelines as may be agreed upon between the buyer and seller on the Website. If the Seller fails to enter the Dispatch Details in the Website within such prescribed time, the Company may in its sole discretion cancel the Transaction and refund the Transaction Price (if paid) to the Buyer. In case of Delivery outside India (in which case only electronic payment shall be acceptable), the Dispatch Details have to be entered in the dispatch detail.

Delivery: The time within which the seller is required to ensure Delivery of the items to the Buyer shall be calculated from the time the Seller enters the Dispatch Details on the Website i.e. within 10 days from entering the Dispatch Details for delivery within India and within 21 days from entering the Dispatch Details for delivery outside India or such other timeline as may have been agreed upon between the Buyer and Seller on the Website.

Remittance to Sellers: Seller agrees that the Transaction Price paid by a Buyer will be remitted to Seller’s Bank Account contingent upon the following events:

Buyer confirming the Delivery of items in the Transaction, or

Buyer not taking any action on the Website to confirm Delivery or non- receipt of item within [7] days of expiry of the prescribed Delivery time despite the confirmation of Dispatch of item by Seller to the Buyer, or

Buyer does not raise a refund claim within [7] days of expiry of the prescribed Delivery time or if such claim has been raised by the Buyer

The Company reserves the right to keep on hold the remittance to the Seller for purposes of safety of Users. In such case, the Seller will be intimated and required to complete additional check and verification and the Company may contact the Seller for verification of or additional information, details, data and documents. The Company reserves the right to refund the Transaction Price that has been kept on hold to the Buyer, if such requisite information, details, data and documents are not provided within the stipulated time, or the same is false, misleading, incorrect or incomplete.

Remittances to the Seller for their successful Transactions would be in accordance with the provisions contained herein and applicable laws in India, particularly the directions issued by the Reserve Bank of India from time to time for opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries dated 24 November 2009.

Warranties and Undertakings

Seller warrants and undertakes that:

All sales of items listed on the Website are on principal to principal basis and bipartite contracts between seller and buyer. Seller shall be solely responsible for the condition, description, trademark, Delivery, warranty, payment, all applicable government taxes and duties, legality, legal title in relation to the items and other terms and conditions of the Transaction.

Seller shall maintain proper proof of delivery (POD) of the items sent to the Buyer. PODs should be furnished to the Company on demand within the prescribed time period. Failure to furnish proof of delivery will be tantamount to the product not sent by the seller and the buyer will be entitled to refund.

In the event that:

the Seller fails to Deliver within the time prescribed; or

the Seller sells or Delivers any illegal, prohibited or counterfeit items; or

the description of the items listed do not match the actual condition of the items or the items are defective or damaged on Delivery; or

there is any dispute between Seller and the Buyer relating to the Transaction, or

the use of a Valid Card or Valid Bank Account by a Buyer while paying Transaction Price was unauthorized or was a result of fraud or hacking of bank account password; or

the Buyer claims a refund of or charges back the Transaction Price,

the Company has the right to take appropriate legal action including right to set off from subsequent remittances to seller until such amount is fully recovered. In case the subsequent balances are not enough for recovery, within 7 days of receipt of a notice to that effect from the Company, the Seller shall pay the shortfall to the Company. In case the Company is not able to recover the shortfall, within the given time, it reserves the rights to take appropriate legal actions against Seller.

Seller further unconditionally indemnifies and hold harmless the Company, its affiliates and its third party service providers and their respective directors, officers and employees against any actions, proceedings, costs, awards, claims and damages however incurred by or arising against them as a result of any act or omission on Seller’s part while entering into and performing the contract with the Buyers or using the The Factory Price Marketplace Facility.

In the event that any Transaction Price remitted to Seller is uncollectible and a claim is raised on the Company in respect thereof, the same shall be Seller’s financial responsibility and the Company shall have the right to recover any such amounts from the Seller in the manner provided herein above without any hindrance/ protest.

Seller shall abide by and complete all Transactions in accordance with the description and conditions mentioned in such Transaction and the provisions of the User Agreement and the rules and policies made thereunder.

Seller verification and refund to Buyers: The Seller authorises the Company to perform certain checks before remitting the Transaction Price to Seller’s Bank Account to ensure the safety of the Transaction, Website and to mitigate any payment risks. As part of performing such checks, the Company will also have the right to hold the remittance to the Seller’s Valid Bank Account and require Seller to furnish certain documents for verification purposes. The Company also reserves the right to refund the Transaction Price back to the Buyer which the Company has withheld or continue holding the periodic payments (including all future payments) in any of the following conditions:

If the Seller does not provide the requisite verification documents within the prescribed time frame communicated by the Company or as provided in the rules and policies of the Website; or

If the verification documents submitted are invalid, tampered or forged; or

If the verification documents suggest that the Dispatch has been done to an address which is different from the shipping address provided by the Buyer; or

If the Seller has not Dispatched the items using a recognized dispatch channel but used any other means; or

If Seller has provided incorrect or invalid Dispatch Details or has not Delivered the item to Buyer; or

If the Seller has listed an Item which violates the User Agreement or the rules and polices made thereunder; or

If the Seller has Dispatched an item different from the description mentioned on the Transaction, or

The Company is instructed by any law enforcement agency or government or statutory authority to deny or decline or withhold such remittance.

In all the above cases the Company will not be held liable for any loss incurred by the Seller arising out of such refund.

Chargeback A chargeback occurs when the card-holder disputes a charge on his credit / debit card statement with his card-Issuing Bank. On receiving such complaint from the card-holder, the card Issuing Bank credits the card holder and recovers the amount from the Company. The Company is entitled to deduct such amount from any amount payable to the Seller by the Company. If no such amount is payable the Company may demand such amount to be paid forthwith by the Seller. The Seller will notified of the recovery, if any, through an email and may receive an acknowledgement of payment if requested. If the payment gateway facility provider, bank or the service providers of the Company charge the Company with any penalty or fee or charge for such chargeback in respect of the Transaction which the Company is required to pay, the Seller will be liable to pay such penalty or fee to the Company, and the same may be recovered in the manner aforesaid.

Data Retention The Company will retain personal information in accordance with the privacy polices posted on the Website and applicable laws.

ANNEX 1

LIST OF RESTRICTED ITEMS

Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine or champagne

Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; Website access and/or website memberships of pornography or illegal sites

Copyright unlocking devices which include Mod chips or other devices designed to circumvent copyright protection

Copyrighted media which includes unauthorized copies of books, music, movies and other licensed or protected materials

Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software

Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods

Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms

Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts and other armaments

Wholesale currency which includes discounted currencies or currency exchanges

Live animals or hides/skin/teeth, nails and other parts etc. of animals

Multi level marketing collection fees

Matrix sites or sites using a matrix scheme approach

Work-at-home approach and/or work-at-home information

Drop-shipped merchandise

Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international, including the laws of India.

The merchant providing services that have the potential of citing the Payment Gateway Facilitators in a poor light and/or that may be prone to “Buy & Deny” attitude of the cardholders when billed (e.g. adult material/mature content/escort services/friend finders) and thus leading to chargeback and fraud losses

Business or websites that operate within the scope of law which are not absolutely clear or are ambiguous in nature (Web-based telephony, websites supplying medicines or controlled substances, websites that promise online match making, etc)

Businesses out rightly banned by law (e.g. betting & gambling/publications and content that is likely to be interpreted by authorities as leading to moral turpitude or decadence or incite caste/communal tensions, lotteries/ sweepstakes& games of chance)

The merchant who deal in intangible goods/services (e.g. software download/health/beauty products), and business involving pyramid marketing schemes or get-rick-quick schemes. Any other product or service which in the sole opinion of the EBS or the Payment Gateway facilitators, is detrimental to the image and interests of either of them/ both of them, as communicated by either of them/both of them to the merchant from time to time. This shall be without prejudice to any other terms and conditions mentioned in this Agreement.

We are India's first wholesale marketplace. All product listed direct from manufacturer. We are connecting buyers with manufacturer and suppliers. The Factory Price.com focuses on providing a platform to small and large manufacturer as well as individuals manufacturer.